Any subscriber tier provided by the grantee which includes
the delivery of local broadcast stations and public, educational and
governmental access channels. The basic service does not include optional
program and satellite service tiers, a la carte services, or per-channel,
per-program, or auxiliary services for which a separate charge is
made. However, the grantee may include other satellite signals on
the basic tier.

A system of antennas, cables, wires, lines, towers, wave
guides, or other conductors, converters, equipment or facilities designed
and constructed for the purpose of producing, receiving, transmitting,
amplifying and distributing audio, video, and other forms of electronic,
electrical or optical signals, which includes cable television service
and which is located in the Village. The definition shall not include
any such facility that serves or will serve only subscribers in one
or more multiple-unit dwellings under common ownership, control or
management and which does not use Village rights-of-way.

Actual working control or ownership of a system in whatever
manner exercised. A rebuttable presumption of the existence of control
or a controlling interest shall arise from the beneficial ownership,
directly or indirectly, by any person or entity (except underwriters
during the period in which they are offering securities to the public)
of 10% or more of a cable system or the franchise under which the
system is operated. A change in the control or controlling interest
of an entity which has control or a controlling interest in a grantee
shall constitute a change in the control or controlling interest of
the system under the same criteria. "Control" or "controlling interest"
as used herein may be held simultaneously by more than one person
or entity.

An electronic device which converts signals to a frequency
not susceptible to interference within the television receiver of
a subscriber and by an appropriate channel selector also permits a
subscriber to view more than 12 channels delivered by the system at
designated converter dial locations.

All revenue collected directly or indirectly by the grantee
from the provision of cable service within the Village, including
but not limited to basic subscriber service monthly fees, pay cable
fees, installation and reconnection fees, franchise fees, leased channel
fees, converter rentals, program guides, studio rental, production
equipment, personnel fees, late fees, downgrade fees, revenue from
the sale, exchange, use or cable cast of any programming developed
on the system for community or institutional use, advertising, and
any value (at retail price levels) of any nonmonetary remuneration
received by the grantee in consideration of the performance of advertising
or any other service of the system; provided, however, that this shall
not include any taxes on services furnished by the grantee herein
imposed directly upon any subscriber or user by the state, local or
other governmental unit and collected by the grantee on behalf of
the governmental unit. Subject to applicable federal law, the term
"gross revenues" includes revenues attributed to franchise fees and
revenues collected directly or indirectly from other ancillary telecommunications
services (such as, but not limited to, point-to-point telecommunications,
point-to-point multipoint telecommunications, data transmissions,
etc.) but only to the extent that all other providers of such telecommunications
services in the Village are subject to the same compensation requirements
of the Village.

Observing a communications signal, or the absence of a signal,
where the observer is neither the subscriber nor the programmer, whether
the signal is observed by visual or electronic means, for any purpose
whatsoever, provided that "monitoring" shall not include system-wide,
nonindividually addressed sweeps of the system for purposes of verifying
system integrity, controlling return path transmissions, or billing
for pay services.

As applied to the grantee, those hours during which similar
businesses in the Village are open to serve customers. In all cases,
normal business hours shall include some evening hours at least one
night per week and/or some weekend hours.

Those service conditions which are within the control of
the grantee. Those conditions which are not within the control of
the grantee include, but are not limited to, natural disasters, civil
disturbances, power outages, telephone network outages, and severe
or unusual weather conditions. Those conditions which are ordinarily
within the control of the grantee include, but are not limited to,
special promotions, pay-per-view events, rate increases, regular peak
or seasonal demand periods, and maintenance or upgrade of the cable
system.

The surface of and all rights-of-way and the space above
and below any public street, road, highway, freeway, lane, path, public
way or place, sidewalk, alley, court, boulevard, parkway, drive or
easement now or hereafter held by the Village for the purpose of public
travel and shall include other easements or rights-of-way as shall
be now held or hereafter held by the Village which shall, within their
proper use and meaning, entitle the grantee to the use thereof for
the purposes of installing poles, wires, cable, conductors, ducts,
conduits, vaults, manholes, amplifiers, appliances, attachments, and
other property as may be ordinarily necessary and pertinent to a telecommunications
system.

Any franchise granted by the Village pursuant
to § 66.0419, Wis. Stats., shall grant to the grantee the
right and privilege to erect, construct, operate and maintain in,
upon and along, across, above, over and under the streets now in existence
and as may be created or established during its term any poles, wires,
cable, underground conduits, manholes, and other television conductors
and fixtures necessary for the maintenance and operation of a cable
system.

Any grantee also agrees to provide all services specifically
set forth in its application, if any, and to provide cable television
service within the confines of the Village, and by its acceptance
of the franchise the grantee specifically grants and agrees that its
application is thereby incorporated by reference and made a part of
the franchise. In the event of a conflict between such proposals and
the provisions of this chapter, that provision which provides the
greatest benefit to the Village, in the opinion of the Village, shall
prevail.

The franchise and the rights, privileges and
authority granted shall take effect and be in force as set forth in
the franchise agreement and shall continue in force and effect for
a term of no longer than 15 years, provided that within 15 days after
the date of final passage of the franchise the grantee shall file
with the Village its unconditional acceptance of the franchise and
promise to comply with and abide by all its provisions, terms and
conditions. Such acceptance and promise shall be in writing duly executed
and sworn to, by, or on behalf of the grantee before a notary public
or other officer authorized by law to administer oaths. Such franchise
shall be nonexclusive and revocable.

The Village may, on its own initiative, during the
six-month period which begins with the 36th month before the franchise
expiration, commence a proceeding which affords the public in the
Village appropriate notice and participation for the purpose of identifying
the future cable-related community needs and interests and reviewing
the performance of the grantee under the franchise. If the grantee
submits, during such six-month period, a written renewal notice requesting
the commencement of such proceeding, the Village shall commence such
proceeding not later than six months after the date such notice is
submitted.

Upon completion of the proceeding under Subsection (1)(a) above, the grantee may, on its own initiative or at the request of the Village, submit a proposal for renewal. The Village may establish a date by which such proposal shall be submitted.

Upon submittal by the grantee of a proposal to the
Village for the renewal of the franchise, the Village shall provide
prompt, public notice of such proposal and renew the franchise or
issue a preliminary assessment that the franchise should not be renewed
and, at the request of the grantee or on its own initiative, commence
an administrative proceeding, after providing prompt, public notice
of such proceeding.

The quality of the grantee's service, including signal
quality, response to consumer complaints and billing practices, but
without regard to the mix or quality of cable services or other services
provided over the system, has been reasonable in the light of community
needs;

In any proceeding under Subsection (1)(d), the grantee shall be afforded adequate notice and the grantee and the Village, or its designee, shall be afforded fair opportunity for full participation, including the right to introduce evidence [including evidence related to issues raised in the proceedings under Subsection (1)(d) above], to require the production of evidence and to question witnesses. A transcript shall be made of any such proceeding.

At the completion of a proceeding under Subsection (1)(d), the Village shall issue a written decision granting or denying the proposal for renewal based upon the record of such proceeding and transmit a copy of such decision to the grantee. Such decision shall state the reasons therefor.

Any denial of a proposal for renewal that has been submitted in compliance with the procedures set forth above shall be based on one or more adverse findings made with respect to the factors described at Subsection (1)(d) of this section pursuant to the record of the proceeding under said subsection. The Village may not base a denial of renewal on a failure to substantially comply with the material terms of the franchise or on events considered under Subsection (1)(d) of this section unless the Village has provided the grantee with notice and the opportunity to cure or in any case in which it is documented that the Village has waived its right to object.

The grantee may appeal any final decision or failure of the Village to act in accordance with the procedural requirements of this section. The court shall grant appropriate relief if the court finds that any action of the Village is not in compliance with the procedural requirements of this section or, in the event of a final decision of the Village denying the renewal proposal, that the grantee has demonstrated that the adverse finding of the Village with respect to each of the factors described in Subsection (1)(d) of this section on which the denial is based is not supported by a preponderance of the evidence, based on the record of the administrative proceeding.

Franchise renewal in the event of change in federal
law. A franchise may be renewed by the Village upon application of
the grantee pursuant to the procedure established in this section
and in accordance with the then applicable law.

It has the legal, technical, financial, and other
qualifications to continue to maintain and operate its system and
to extend the same as the state of the art progresses so as to assure
its subscribers high-quality service; and

After giving public notice, the Village shall proceed
to determine whether the grantee has satisfactorily performed its
obligations under the franchise. To determine satisfactory performance,
the Village shall consider technical developments and performance
of the system, programming, other services offered, cost of services,
and any other particular requirements set in this chapter; also, the
Village shall consider the grantee's reports made to the Village and
the Federal Communication Commission, may require the grantee to make
available specified records, documents, and information for this purpose,
and may inquire specifically whether the grantee will supply services
sufficient to meet community needs and interests. Industry performance
on a national basis shall also be considered. Provision shall be made
for public comment.

If the Village finds the grantee's performance satisfactory
and finds the grantee's technical, legal, and financial abilities
acceptable and finds that the grantee's renewal proposal meets the
future cable-related needs of the Village, a new franchise shall be
granted pursuant to this chapter, as amended, for a period to be determined.

If the grantee is determined by the Village to have
performed unsatisfactorily, new applicants may be sought and evaluated
and a franchise award shall be made by the Village according to franchising
procedures adopted by the Village.

In accepting this franchise, the grantee shall acknowledge
that its rights hereunder are subject to the police power of the Village
to adopt and enforce general ordinances necessary to the safety and
welfare of the public and shall agree to comply with all applicable
general laws and ordinances enacted by the Village pursuant to such
power.

Any conflict between the provisions of this chapter
and any other present or future lawful exercise of the Village's police
powers shall be resolved in favor of the latter, except that any such
exercise that is not of general application in the jurisdiction, or
applies exclusively to the grantee or cable television systems, which
contains provisions inconsistent with this franchise shall prevail
only if upon such exercise the Village finds that an emergency exists
constituting a danger to health, safety, property or general welfare
or such exercise is mandated by law.

No cable television system shall be allowed
to occupy or use the streets, i.e., rights-of-way, for system installation
and maintenance purposes, of the Village or be allowed to operate
without a franchise.

The Village shall have the right, during the
life of this franchise, to install and maintain free of charge upon
the poles of the grantee any wire or pole fixtures that do not unreasonably
interfere with the cable television system operations of the grantee.
The Village shall indemnify and hold harmless the grantee from any
claim that might arise due to or as a result of the Village's use.

Costs to be borne by the grantee shall include
any requirements or charges incidental to the awarding or enforcing
of the initial franchise but shall not be limited to all costs of
publications of notices prior to any public meeting provided for pursuant
to this franchise and any costs not covered by application fees incurred
by the Village in its study, preparation of proposal documents, evaluation
of all applications, and examinations of the applicant's qualifications.

All notices from the grantee to the Village
pursuant to this chapter shall be to the Village Manager's office.
The grantee shall maintain with the Village, throughout the term of
this franchise, an address for service of notices by mail. The grantee
shall maintain a central office to address any issues relating to
operating under this chapter.

Within 15 days after the award of the initial franchise,
the grantee shall deposit with the Village either an irrevocable letter
of credit from a financial institution or a security deposit in the
amount of $50,000 with the form to be established by the Village.
The form and content of such letter of credit or security deposit
shall be approved by the Village Attorney. These instruments shall
be used to insure the faithful performance of the grantee of all provisions
of this franchise, and compliance with all orders, permits and directions
of any agency, commission, board, department, division, or office
of the Village having jurisdiction over its acts or defaults under
this franchise, and the payment by the grantee of any claims, liens,
and taxes due the Village which arise by reason of the construction,
operation or maintenance of the system.

The letter of credit or security deposit shall be maintained at the amount established by the Village for the entire term of this franchise, even if amounts have to be withdrawn pursuant to a Subsection (1) or (3) of this section.

If the grantee fails to pay to the Village any compensation
within the time fixed herein or fails, after 15 days' notice, to pay
to the Village any taxes due and unpaid or fails to repay the Village,
within 15 days, any damages, costs or expenses which the Village is
compelled to pay by reason of any act or default of the grantee in
connection with this franchise or fails, after three days' notice
of such failure by the Village, to comply with any provision of this
franchise which the Village reasonably determines can be remedied
by demand on the letter of credit or security deposit, the Village
may immediately request payment of the amount thereof, with interest
and any penalties, from the letter of credit or security deposit.
Upon such request for payment, the Village shall notify the grantee
of the amount and date thereof.

The rights reserved to the Village with respect to
the letter of credit are in addition to all other rights of the Village,
whether reserved by this franchise or authorized by law, and no action,
proceeding or exercise of a right with respect to such letter of credit
shall affect any other right the Village may have.

The letter of credit shall contain the following endorsement:
"It is hereby understood and agreed that this letter of credit or
security deposit may not be canceled by the surety nor the intention
not to renew be stated by the surety until 30 days after receipt by
the Village, by registered mail, of a written notice of such intention
to cancel or not to renew."

The Village, at any time during the term of this chapter,
may waive the grantee's requirement to maintain a letter of credit
or security deposit. The invitation to waive the requirement can be
initiated by the Village or grantee.

Within 30 days after the award of this franchise,
the initial grantee shall file with the Village a performance bond
in the amount of not less than 50% of costs to install the system
contained in the new application in favor of the Village. This bond
shall be maintained throughout the construction period and until such
time as determined by the Village, unless otherwise specified in a
franchise agreement.

If the grantee fails to comply with any law, ordinance or resolution governing the franchise, or fails to well and truly observe, fulfill and perform each term and condition of the franchise, as it relates to the conditions relative to the construction of the system, including the franchise agreement which is incorporated herein by reference, there shall be recoverable jointly and severally from the principal and surety of the bond any damages or loss suffered by the Village as a result, including the full amount of any compensation, indemnification, or cost of removal or abandonment of any property of the grantee, plus a reasonable allowance for attorney fees, including the Village's legal staff, and costs, up to the full amount of the bond. This section shall be an additional remedy for any and all violations outlined in § 21.13.

The Village may, upon completion of construction of
the service area, waive or reduce the requirement of the grantee to
maintain the bond. However the Village may require a performance bond
to be posted by the grantee for any construction subsequent to the
completion of the initial service area, in a reasonable amount and
upon such terms as determined by the Village.

The bond shall contain the following endorsement:
"It is hereby understood and agreed that this bond may not be canceled
by the surety nor the intention not to renew be stated by the surety
until 30 days after receipt by the Village, by registered mail, of
a written notice of such intent to cancel and not to renew." Upon
receipt of a thirty-day notice, this shall be construed as default
granting the Village the right to call in the bond.

The Village at any time during the term of this chapter
may waive the grantee's requirement to maintain a performance bond.
The invitation to waive the requirement can be initiated by the Village
or grantee.

The grantee shall maintain and by its acceptance of
the franchise specifically agrees that it will maintain throughout
the term of the franchise liability insurance insuring the Village
and the grantee in the minimum amount of:

The certificate of insurance obtained by the grantee,
in compliance with this section, must be approved by the Village Attorney,
and such certificate of insurance, along with written evidence of
payment of required premiums, shall be filed and maintained with the
Village during the term of the franchise and may be changed from time
to time to reflect changing liability limits. The grantee shall immediately
advise the Village Attorney of any litigation that may develop that
would affect this insurance.

Neither the provisions of this section nor any damages
recovered by the Village thereunder shall be construed to or limit
the liability of the grantee under any franchise issued hereunder
or for damages.

All insurance policies maintained pursuant to this
franchise shall contain the following endorsement: "It is hereby understood
and agreed that this insurance policy may not be canceled by the surety
nor the intention not to renew be stated by the surety until 30 days
after receipt by the Village, by registered mail, of a written notice
of such intention to cancel or not to renew."

Disclaimer of liability. The Village shall not at
any time be liable for injury or damage occurring to any person or
property from any cause whatsoever arising out of the construction,
maintenance, repair, use, operation, condition or dismantling of the
grantee's telecommunication system and due to the act or omission
of any person or entity other than the Village or those persons or
entities for which the Village is legally liable as a matter of law.

Indemnification. The grantee shall, at its sole cost
and expense, indemnify and hold harmless the Village and all associated,
affiliated, allied and subsidiary entitles of the Village, now existing
or hereinafter created, and their respective officers, boards, commissions,
employees, agents, attorneys, and contractors (hereinafter referred
to as "indemnities"), from and against any and all liabilities, obligations,
damages, penalties, claims, liens, costs, charges, losses and expenses
(including, without limitation, reasonable fees and expenses of attorneys,
expert witnesses and consultants) which may be imposed upon, incurred
by or be asserted against the indemnities by reason of:[1]

Any act or omission of the grantee, its personnel,
employees, agents, contractors or subcontractors resulting in personal
injury, bodily injury, sickness, disease or death to any person or
damage to, loss of or destruction of tangible or intangible property,
libel, slander, invasion of privacy and unauthorized use of any trademark,
trade name, copyright, patent, service mark or any other right of
any person, firm or corporation which may arise out of or be in any
way connected with the construction, installation, operation, maintenance
or condition of the telecommunications system caused by the grantee,
its subcontractors or agents or the grantee's failure to comply with
any federal, state or local statute, ordinance or regulation.

Any claim or lien arising out of work, labor, materials
or supplies provided or supplied to the grantee, its contractors or
subcontractors for the installation, construction, operation or maintenance
of the telecommunications system caused by the grantee, its subcontractors
or agents, and, upon the written request of the Commission, the grantee
shall cause such claim or lien to be discharged or bonded within 15
days following such request.

Any financing or securities offering by the grantee
or its affiliates for violations of the common law or any laws, statutes,
or regulations of the State of Wisconsin or United States, including
those of the Federal Securities and Exchange Commission, whether by
the grantee or otherwise, excluding therefrom, however, claims which
are solely based upon and shall arise solely out of information supplied
by the Village to the grantee in writing and included in the offering
materials with the express written approval of the Village prior to
the offering.

Assumption of risk. The grantee undertakes and assumes
for its officers, agents, contractors and subcontractors and employees
all risk of dangerous conditions, if any, on or about any Village-owned
or -controlled property, including public rights-of-way, and the grantee
hereby agrees to indemnify and hold harmless the indemnities against
and from any claim asserted or liability imposed upon the indemnities
for personal injury or property damage to any person arising out of
the installation, operation, maintenance or condition of the telecommunications
system or the grantee's failure to comply with any federal, state
or local statute, ordinance or regulation.

Defense of indemnities. In the event that any action
or proceeding shall be brought against the indemnities by reason of
any matter for which the indemnities are indemnified hereunder, the
grantee shall, upon notice from any of the indemnities, at the grantee's
sole cost and expense, resist and defend the same with legal counsel
mutually acceptable to the Village Attorney of the Village of Greendale
and the grantee; provided further, however, that the grantee shall
not admit liability in any such matter on behalf of the indemnities
without the written consent of the Village Attorney of the Village
of Greendale or the Village Attorney's designee.

Notice cooperation and expenses. The Village shall
give the grantee prompt notice of the making of any claim or the commencement
of any action, suit or other proceeding covered by the provisions
of this section. Nothing herein shall be deemed to prevent the Village
from cooperating with the grantee and participating in the defense
of any litigation by the Village's own counsel. The grantee shall
pay all reasonable expenses incurred by the Village in defending itself
with regard to any such actions, suits or proceedings. These expenses
shall include all out-of-pocket expenses, such as attorney fees, and
shall also include the reasonable value of any services rendered by
or on behalf of the Village Attorney, if such service is determined
necessary and appropriate by the Village Attorney, and the actual
expenses of the Village's agents, employees or expert witnesses and
disbursements and liabilities assumed by the Village in connection
with such suits, actions or proceedings. No recovery by the Village
of any sum under the letter of credit shall be any limitation upon
the liability of the grantee to the Village under the terms of this
section, except that any sum so received by the Village shall be deducted
from any recovery which the Village might have against the grantee
under the terms of this section.

Nonwaiver of statutory limits. Nothing in this agreement
is intended to express or imply a waiver of the statutory provisions,
of any kind or nature, as set forth in § 893.80 et seq.,
Wis. Stats., including the limits of liability of the Village as exists
presently or may be increased from time to time by the legislature.

The grantee shall not deny service, deny access, or
otherwise discriminate against subscribers, channel users, or general
citizens on the basis of race, color, religion, national origin, income
or sex. The grantee shall comply at all times with all other applicable
federal, state and local laws and regulations and all executive and
administrative orders relating to nondiscrimination which are hereby
incorporated and made part of this chapter by reference.

Minimum public notice of any public meeting
relating to this franchise shall be by publication at least once in
a local newspaper of general circulation at least 10 days prior to
the meeting, posting at the Village Hall, and by announcement on at
least one channel of the grantee's system between the hours of 7:00
p.m. and 9:00 p.m. for five consecutive days prior to the meeting.

The grantee shall provide cable communications
service throughout the entire franchise area pursuant to the provisions
of this franchise and shall keep a record for at least three years
of all requests for service received by the grantee. This record shall
be available for public inspection at the local office of the grantee
during regular office hours.

The grantee, in its application, if any, may propose
a timetable of construction which will make cable television service
available in the initial service area sooner than the above minimum
requirements, in which case said schedule will be made part of the
franchise agreement and will be binding upon the grantee.

Any delay beyond the terms of this timetable, unless specifically approved by the Village, will be considered a violation of this chapter for which the provisions of either § 21.37 or 21.46 shall apply, as determined by the Village.

In special circumstances the Village can waive one-hundred-percent
completion within the two-year time frame, provided that substantial
completion is accomplished within the allotted time frame, "substantial
completion" construed to be not less than 95%, and justification for
less than 100% must be submitted subject to the satisfaction of the
Village.

No customer shall be refused service arbitrarily.
The grantee is hereby authorized to extend the cable system as necessary
within the Village. To expedite the process of extending the cable
system into a new subdivision, the Village will forward to the grantee
an approved engineering plan of each project. Subject to the density
requirements, the grantee shall commence the design and construction
process upon receipt of the final engineering plan. Upon notification
from the Village that the first home in the project has been approved
for building permit, the grantee shall have a maximum of three months
to complete the construction/activation process within the project
phase.

The grantee must extend and make cable television
service available to every dwelling unit in all unserved developing
areas having at least 20 dwelling units planned per street mile, as
measured from the existing system, and shall extend its system simultaneously
with the installation of utility lines.

The grantee must extend and make cable television
service available to any isolated resident outside the initial service
area requesting connection at the standard connection charge, if the
connection to the isolated resident would require no more than a standard
drop line of 175 feet.

Early extension. In areas not meeting the requirements
for mandatory extension of service, the grantee shall provide, upon
the request of a potential subscriber desiring service, an estimate
of the costs required to extend service to the subscriber. The grantee
shall then extend service upon request of the potential subscriber.
The grantee may require advance payment or assurance of payment satisfactory
to the grantee. The amount paid by subscribers for early extensions
shall be nonrefundable, and in the event that the area subsequently
reaches the density required for mandatory extension, such payments
shall be treated as consideration for early extension.

New development to be underground. In cases of new
construction or property development where utilities are to be placed
underground, the developer or property owner shall give the grantee
reasonable notice of such construction or development and of the particular
date on which open trenching will be available for the grantee's installation
of conduit, pedestals and/or vaults, and laterals to be provided at
the grantee's expense. The grantee shall also provide specifications
as needed for trenching. Costs of trenching and easements required
to bring service to the development shall be borne by the developer
or property owner, except that if the grantee fails to install its
conduit, pedestals and/or vaults, and laterals within five working
days of the date the trenches are available, as designated in the
notice given by the developer or property owner, then should the trenches
be closed after the five-day period, the cost of new trenching is
to be borne by the grantee. Except for the notice of the particular
date on which trenching will be available to the grantee, any notice
provided to the grantee by the Village of a preliminary plat request
shall satisfy the requirement of reasonable notice if sent to the
local general manager or system engineer of the grantee prior to approval
of the preliminary plat request.

Special agreements. Nothing herein shall be construed to prevent the grantee from serving areas not covered under this section upon agreement with developers, property owners, or residents, provided that 5% of those gross revenues are paid to the Village as franchise fees under § 21.27.

The grantee, in its application, may propose a line
extension policy which will result in serving more residents of the
Village than as required above, in which case the grantee's policy
will be incorporated into the franchise agreement and will be binding
on the grantee.

Compliance with construction and technical standards.
The grantee shall construct, install, operate and maintain its system
in a manner consistent with all laws, ordinances, construction standards,
governmental requirements, and FCC technical standards. In addition,
the grantee shall provide the Village, upon request, with a written
report of the results of the grantee's annual proof of performance
tests conducted pursuant to Federal Communications Commission standards
and requirements.

Construction, installation and maintenance of the
cable television system shall be performed in an orderly and workmanlike
manner. All cables and wires shall be installed, where possible, parallel
with electric and telephone lines. Multiple cable configurations shall
be arranged in parallel and bundled with due respect for engineering
considerations.

All working facilities and conditions used during
construction, installation and maintenance of the cable television
system shall comply with the standards of the Occupational Safety
and Health Administration.

Radio frequency (RF) leakage shall be checked at reception
locations for emergency radio services to prove no interference signal
combinations are possible. Stray radiation shall be measured adjacent
to any proposed aeronautical navigation radio sites to prove no interference
to airborne navigational reception in the normal flight patterns.
Federal Communications Commission rules and regulations shall govern.

In all areas of the Village where the cables, wires,
and other like facilities of public utilities are placed underground,
the grantee shall place its cables, wires, or other like facilities
underground. When public utilities relocate their facilities from
pole to underground, the cable operator must concurrently do so.

Interference with persons and improvements. The grantee's
system, poles, wires and appurtenances shall be located, erected and
maintained so that none of its facilities shall endanger or interfere
with the lives of persons or interfere with the rights or reasonable
convenience of property owners who adjoin any of the streets and public
ways, or interfere with any improvements the Village may deem proper
to make, or unnecessarily hinder or obstruct the free use of the streets,
alleys, bridges, easements or public property.

Restoration to prior condition. In case of any disturbance
of pavement, sidewalk, landscaping, driveway or other surfacing, the
grantee shall, at its own cost and expense and in a manner approved
by the Village, replace and restore all paving, sidewalk, driveway,
landscaping, or surface of any street or alley disturbed in as good
condition as before the work was commenced and in accordance with
standards for such work set by the Village.

No poles or other wire-holding structures shall be
erected by the grantee without prior approval of the Village with
regard to location, height, types, and any other pertinent aspect.
However, no location of any pole or wire-holding structure of the
grantee shall be a vested interest, and such poles or structures shall
be removed or modified by the grantee at its own expense whenever
the Village determines that the public convenience would be enhanced
thereby.

Where poles or other wire-holding structures already
existing for use in serving the Village are available for use by the
grantee but it does not make arrangements for such use, the Village
may require the grantee to use such poles and structures if it determines
that the public convenience would be enhanced thereby and the terms
of the use available to the grantee are just and reasonable.

In the absence of any governing federal or state statute,
where the Village or a public utility serving the Village desires
to make use of the poles or other wire-holding structures of the grantee
but agreement thereof with the grantee cannot be reached, the Village
may require the grantee to permit such use for such consideration
and upon such terms as the Village shall determine to be just and
reasonable, if the Village determines that the use would enhance the
public convenience and would not unduly interfere with the grantee's
operations.

Relocation of the facilities. If at any time during
the period of this franchise the Village shall lawfully elect to alter
or change the grade of any street, alley or other public ways, the
grantee, upon reasonable notice by the Village, shall remove or relocate
as necessary its poles, wires, cables, underground conduits, manholes
and other fixtures at its own expense, unless the utilities are compensated,
in which case the grantee shall be similarly compensated.

Cooperation with building movers. The grantee shall,
on the request of any person holding a building moving permit issued
by the Village, temporarily raise or lower its wires to permit the
moving of buildings. The expense of such temporary removal, raising
or lowering of wires shall be paid by the person requesting the same,
and the grantee shall have the authority to require such payment in
advance. The grantee shall be given not less than 48 hours' advance
notice to arrange for such temporary wire changes.

Tree trimming. The grantee shall not remove any tree
or trim any portion, either above, at or below ground level, of any
tree within any public place without the prior consent of the Village.
The Village shall have the right to do the trimming requested by the
grantee at the cost of the grantee. Regardless of who performs the
work requested by the grantee, the grantee shall be responsible and
shall defend and hold the Village harmless for any and all damages
to any tree as a result of trimming, or to the land surrounding any
tree, whether such tree is trimmed or removed.

Upon the reasonable request for service by any person
located within the franchise territory, the grantee shall, within
30 days, furnish the requested service to such person within terms
of the line extension policy. A request for service shall be unreasonable
for the purpose of this subsection if no trunk line installation capable
of servicing that person's block has as yet been installed.

The grantee shall render efficient service, make repairs
promptly, and interrupt service only for good cause and for the shortest
time possible. Such interruptions, insofar as possible, shall be preceded
by notice and shall occur during periods of minimum system use.

The grantee shall not allow its cable or other operations
to interfere with television reception of subscribers or persons not
served by the grantee, nor shall the system interfere with, obstruct
or hinder in any manner the operation of the various utilities serving
the residents within the confines of the Village, nor shall other
utilities interfere with the grantee's system.

Under normal operating conditions, telephone answer
time, including wait time and the time required to transfer the call,
shall not exceed 30 seconds. This standard shall be met no less than
90% of the time as measured on an annual basis.

Excluding those situations which are beyond its control,
the grantee will respond to any service interruption promptly and
in no event later than 24 hours from the time of initial notification.
All other regular service requests will be responded to within 36
hours during the normal work week for that system. The appointment
window alternatives for installations, service calls and other installation
activities will be morning or afternoon, not to exceed a four-hour
window during normal business hours for the system, or at a time that
is mutually acceptable. The grantee will schedule supplemental hours
during which appointments can be scheduled based on the needs of the
community. If at any time an installer or technician is running late,
an attempt to contact the customer will be made and the appointment
rescheduled as necessary at a time that is convenient to the customer.

Customer service centers and bill payment locations
will be open for walk-in customer transactions a minimum of eight
hours a day Monday through Friday, unless there is a need to modify
those hours because of the location or customers served. The grantee
and Village by mutual consent will establish supplemental hours on
weekdays and weekends if it would fit the needs of the community.

For service interruptions and/or outages of over four
hours and up to seven days, the grantee shall provide, at the subscriber's
request, a credit of 1/30 of one month's fees for affected services
for each twenty-four-hour period service is interrupted for four or
more hours for any single subscriber, with the exception of subscribers
disconnected because of nonpayment or excessive signal leakage.

For service interruptions and/or outages of seven
days or more in one month, the grantee shall provide, at the subscriber's
request, a full month's credit for affected services for all affected
subscribers.

Credits will be issued promptly, but no later than
the customer's next billing cycle following the resolution of the
request and the return of the equipment by the grantee if service
has been terminated.

The grantee shall maintain and operate its network
in accordance with the rules and regulations as are incorporated herein
or may be promulgated by the Federal Communication Commissions, the
United States Congress, or the State of Wisconsin.

The grantee shall continue, through the term of the franchise, to maintain the technical standards and quality of service set forth in this chapter. Should the Village find, by resolution, that the grantee has failed to maintain these technical standards and quality of service, the grantee shall be required to implement a plan for resolution. Failure to make such improvements within three months of such resolution will constitute a breach of a condition for which penalties contained in § 21.46 are applicable.

The grantee shall keep a monthly service log will
indicate the nature of each service complaint received in the last
24 months, the date and time it was received, the disposition of said
complaint, and the time and date thereof. This log shall be made available
for periodic inspection by the Village.

It shall be the right of all subscribers to continue
receiving service insofar as their financial and other obligations
to the grantee are honored. If the grantee elects to overbuild, rebuild,
modify or sell the system, or the Village gives notice of intent to
terminate or fails to renew this franchise, the grantee shall act
so as to ensure that all subscribers receive continuous, uninterrupted
service regardless of the circumstances.

If there is a change of franchise, or if a new operator
acquires the system, the grantee shall cooperate with the Village,
new franchisee or operator in maintaining continuity of service to
all subscribers. During such period, the grantee shall be entitled
to the revenues for any period during which it operates the system
and shall be entitled to reasonable costs for its services until it
no longer operates the system.

If the grantee fails to operate the system for seven
consecutive days without prior approval of the Village or without
just cause, the Village may, at its option, operate the system or
designate an operator until such time as the grantee restores service
under conditions acceptable to the Village or a permanent operator
is selected. If the Village is required to fulfill this obligation
for the grantee, the grantee shall reimburse the Village for all reasonable
costs or damages in excess of revenues from the system received by
the Village that are the result of the grantee's failure to perform.

During the terms of this franchise, and any renewal
thereof, the grantee shall maintain a central office for the purpose
of receiving and resolving all complaints regarding the quality of
service, equipment malfunctions, and similar matters. The office must
be reachable by a local, toll-free telephone call to receive complaints
regarding quality of service, equipment functions and similar matters.
The grantee will use its good faith efforts to arrange for one or
more payment locations in a central location where customers can pay
bills or conduct other business activities.

As subscribers are connected or reconnected to the
system, the grantee shall, by appropriate means, such as a card or
brochure, furnish information concerning the procedures for making
inquiries or complaints, including the name, address and local telephone
number of the employee or employees or agent to whom such inquiries
or complaints are to be addressed.

When there have been similar complaints made, or where
there exists other evidence which, in the judgment of the Village,
casts doubt on the reliability or quality of cable service, the Village
shall have the right and authority to require the grantee to test,
analyze and report on the performance of the system. The grantee shall
fully cooperate with the Village in performing such testing and shall
prepare results and a report, if requested, within 30 days after notice.

The Village may require that tests be supervised by
an independent professional engineer or equivalent of the Village's
choice. The engineer should sign all records of special tests and
forward to the Village such records with a report interpreting the
results of the tests and recommending actions to be taken. Should
such a test prove that the grantee failed to meet the technical standards,
the grantee shall bear the cost of the test. If the test should prove
that the grantee met the technical standards, the Village shall bear
the cost of the test.

The Village's right under this section shall be limited
to requiring tests, analysis and reports covering specific subjects
and characteristics based on complaints or other evidence when and
under such circumstances as the Village has reasonable grounds to
believe that the complaints or other evidence requires that tests
be performed to protect the public against substandard cable service.

The grantee shall have the authority to promulgate
such rules, regulations, terms and conditions governing the conduct
of its business as shall be reasonably necessary to enable the grantee
to exercise its rights and perform its obligations under this franchise
and to assure an uninterrupted service to each and all of its customers;
provided, however, that such rules, regulations, terms and conditions
shall not be in conflict with the provisions hereof or applicable
state and federal laws, rules and regulations.

For the reason that the streets of the Village to
be used by the grantee in the operation of its system within the boundaries
of the Village are valuable public properties acquired and maintained
by the Village at great expense to its taxpayers, and that the grant
to the grantee to the streets is a valuable property right without
which the grantee would be required to invest substantial capital
in right-of-way costs and acquisitions, the grantee shall pay to the
Village an amount equal to 5% of the grantee's gross annual revenue
from the operations of the grantee within the confines of the Village
or contract area. If the statutory five-percent limitation on franchise
fees is raised or the federal statute deletes the franchise fee limitation
entirely, then the franchise fee may be subject to renegotiation.

The franchise fee and any other costs or penalties
assessed shall be payable quarterly on a calendar year basis to the
Village, and the grantee shall file a complete and accurate verified
statement of all gross receipts as previously defined within 45 days
after the quarter as established between the Village and the grantee.

The Village shall have the right to inspect the grantee's
income records and the right to audit and to recompute any amounts
determined to be payable under this chapter; provided, however, that
such audit shall take place within 24 months following the close of
each of the grantee's fiscal years. Any additional amount due to the
Village as a result of the audit shall be paid within 30 days following
written notice to the grantee by the Village, which notice shall include
a copy of the audit report.

If any franchise payment or recomputed amount, cost
or penalty is not made on or before the applicable dates heretofore
specified, interest shall be charged daily from such date at the legal
maximum rate charged by the United States Internal Revenue Service
for late tax payments, and the grantee shall reimburse the Village
for any additional expenses and costs incurred by the Village by reason
of the delinquent payment(s).

Except as may be provided in a franchise agreement,
this franchise shall not be assigned or transferred, either in whole
or in part, or leased, sublet or mortgaged in any manner, nor shall
title thereto, either legal or equitable, or any right, interest or
property therein pass to or vest in any person without the prior written
consent of the Village. The grantee may, however, transfer or assign
the franchise to a wholly owned subsidiary of the grantee and such
subsidiary may transfer or assign the franchise back to the grantee
without such consent, provided that such assignment is without any
release of liability of the grantee. The proposed assignee must show
financial responsibility as determined by the Village and must agree
to comply with all provisions of the franchise. The Village shall
have 120 days to act upon any request for approval of such a sale
or transfer submitted in writing that contains or is accompanied by
such information as is required in accordance with FCC regulations
and by the Village of Greendale. The Village shall be deemed to have
consented to a proposed transfer or assignment if its refusal to consent
is not communicated in writing to the grantee within 120 days following
receipt of written notice and the necessary information as to the
effect of the proposed transfer or assignment upon the public unless
the requesting party and the Village agree to an extension of time.
The Village shall not unreasonably withhold such consent to the proposed
transfer.

Except as may be provided in a franchise agreement,
the grantee shall promptly notify the Village of any actual or proposed
change in, or transfer of, or acquisition by any other party of, control
of the grantee. The word "control" as used herein is not limited to
major stockholders but includes actual working control in whatever
manner exercised. A rebuttable presumption that a transfer of control
has occurred shall arise upon the acquisition or accumulation by any
person or group of persons of 10% of the voting shares of the grantee.
Every change, transfer or acquisition of control of the grantee shall
make the franchise subject to cancellation unless and until the Village
shall have consented thereto, which consent will not be unreasonably
withheld. For the purpose of determining whether it shall consent
to such change, transfer or acquisition of control, the Village may
inquire into the qualification of the prospective controlling party,
and the grantee shall assist the Village in such inquiry.

The consent or approval of the Village to any transfer
of the grantee shall not constitute a waiver or release of the rights
of the Village in and to the streets, and any transfer shall, by its
terms, be expressly subordinate to the terms and conditions of this
franchise.

The grantee shall fully cooperate in making available
at reasonable times, and the Village shall have the right to inspect,
where reasonably necessary to the enforcement of the franchise, books,
records, maps, plans and other like materials of the grantee applicable
to the cable television system at any time during normal business
hours, provided that where volume and convenience necessitate, the
grantee may require inspection to take place on the grantee's premises.

Copies of all petitions, applications, communications
and reports either submitted by the grantee to the Federal Communications
Commission, Securities and Exchange Commission, or any other federal
or state regulatory commission or agency having jurisdiction in respect
to any matters affecting cable television operations authorized pursuant
to the franchise or received from such agencies shall be provided
to the Village upon request.

At the expiration of the terms for which this
franchise is granted and any renewal denied, or upon its termination
as provided herein, the grantee shall forthwith, upon notice by the
Village, remove at its own expense all designated portions of the
cable television system from all streets and public property within
the Village. If the grantee fails to do so, the Village may perform
the work at the grantee's expense. Upon such notice of removal, a
bond shall be furnished by the grantee in an amount sufficient to
cover this expense.

At least one specially designated, noncommercial public
access channel available on a first-come, nondiscriminatory basis;
at least one specially designated channel for use by local educational
authorities; at least one specially designated channel for local governmental
uses; and at least one specially designated channel for leased access
uses; provided, however, that these uses may be combined on one or
more channels until such time as additional channels become necessary
in the opinion of the Village. Financial and technical support, replacement
and maintenance of equipment of this facility shall be separately
incorporated into a franchise agreement.

An institutional network (I-Net) of cable, optical,
electrical or electronic equipment, used for the purpose of transmitting
two-way telecommunications signals interconnecting designated entities
as set forth in the franchise agreement and mutually agreed to by
the grantee and the grantor. Such institutional network may be provided
as needed by utilizing capacity on the subscriber system.

Emergency broadcast access. The grantee shall incorporate
into its cable television system the capacity which will permit the
Village, in times of emergency, to override, by remote control, the
audio of all channels simultaneously which the grantee may lawfully
override. The grantee shall provide emergency broadcast capacity pursuant
to FCC rules. The grantee shall cooperate with the Village in the
use and operation of the emergency alert override system.

Public, educational, and governmental access programing.
The grantee may be required to interconnect its system with other
adjacent cable television systems for the purpose of sharing public,
educational, and governmental access programming. Such interconnection
shall be made within a reasonable time limit to be established by
the Village.

Interconnection procedure. Upon receiving the directive
of the Village to interconnect, the franchise shall immediately initiate
negotiations with the other affected system or systems in order that
all costs may be shared equally among cable companies for both construction
and operation of the interconnection link.

Relief. The franchise may be granted reasonable extensions
of time to interconnect or the Village may rescind its order to interconnect
upon petition by the franchisee to the Village. The Village shall
grant the request if it finds that the franchisee has negotiated in
good faith and has failed to obtain an approval from the operator
or franchising authority of the system to be interconnected or the
cost of the interconnection would cause an unreasonable or unacceptable
increase in subscriber rates.

Cooperation required. The grantee shall cooperate
with any interconnection corporation, regional interconnection authority
or Village, county, state and federal regulatory agency which may
be hereafter established for the purpose of regulating, financing,
or otherwise providing for the interconnection of cable systems beyond
the boundaries of the Village.

In addition to the inherent powers of the Village
to regulate and control this cable television franchise and those
powers expressly reserved by the Village or agreed to and provided
for herein, the right and power is hereby reserved by the Village
to promulgate such additional regulations as it shall find necessary
in the exercise of its lawful powers and furtherance of the terms
and conditions of this franchise; provided, however, that such rules,
regulations, terms and conditions shall not be in conflict with the
provisions hereof or applicable state and federal laws, rules and
regulations.

The Village and the grantee may hold scheduled performance
evaluation sessions within 30 days of the third, sixth, and 12th anniversary
dates of the grantee's award or renewal of the franchise and as may
be required by federal and state law. All such evaluation sessions
shall be open to the public.

All evaluation sessions shall be open to the public
and announced in a newspaper of general circulation in accordance
with legal notice. The grantee shall notify its subscribers of all
evaluation sessions by announcements on at least one channel of its
system between the hours of 7:00 p.m. and 9:00 p.m. for five consecutive
days preceding each session.

Topics which may be discussed at any scheduled or
special evaluation session may include, but not be limited to, service
rate structures, franchise fee, penalties, free or discounted services,
application of new technologies, system performance, services provided,
programming offered, customer complaints, privacy, amendments to this
chapter, judicial and FCC rulings, line extension policies, and grantee
or Village rules.

Members of the general public may add topics either
by working through the negotiating parties or by presenting a petition.
If such a petition bears the valid signatures of 50 or more residents
of the Village, the proposed topic or topics shall be added to the
list of topics to be discussed at the evaluation session.

Pursuant to the Cable Television Consumer Protection
and Competition Act of 1992, the Village of Greendale is currently
certified to regulate the basic service rates charged by grantee.
Under these rules, grantee is required to obtain approval from the
Village for a rate increase for any change to the rates for basic
service. Should federal or state law permit further rate regulation
beyond the basic service, the Village of Greendale shall assume such
rate regulation and adopt appropriate procedures for such regulation.

In addition to all other rights and powers retained
by the Village under this franchise or otherwise, the Village reserves
the right to forfeit and terminate the franchise and all rights and
privileges of the grantee hereunder in the event of a substantial
breach of its terms and conditions. A substantial breach by the grantee
shall include but shall not be limited to the following:

The foregoing shall not constitute a major breach
if the violation occurs but is without fault of the grantee or occurs
as a result of circumstances beyond its control. The grantee shall
not be excused by mere economic hardship nor by misfeasance or malfeasance
of its directors, officers or employees.

The Village may make a written demand that the grantee
comply with any such provision, rule, order or determination under
or pursuant to this franchise. If the violation by the grantee continues
for a period of 30 days following such written demand without written
proof that the corrective action has been taken or is being actively
and expeditiously pursued, the Village may place the issue of termination
of the franchise before the Village Board. The Village shall cause
to be served upon the grantee, at least 20 days prior to the date
of such meeting, a written notice of intent to request such termination
and the time and place of the meeting. Public notice shall be given
of the meeting and the issue(s) which the Board is to consider.

If the Village Board shall determine the violation
by the grantee was the fault of the grantee and within its control,
the Board may, by resolution, declare that the franchise of the grantee
shall be forfeited and terminated unless there is compliance within
such period as the Board may fix, such period not to be less than
60 days, provided that no opportunity for compliance need be granted
for fraud or misrepresentation.

The issue of forfeiture and termination shall automatically
be placed upon the Board agenda at the expiration of the time set
by it for compliance. The Board then may terminate the franchise forthwith
upon finding that the grantee has failed to achieve compliance or
may further extend the period, in its discretion.

Upon the foreclosure or other judicial sale
of all or a substantial part of the system, or upon the termination
of any lease covering all or a substantial part of the system, the
grantee shall notify the Village of such fact, and such notification
shall be treated as a notification that a change in control of the
grantee has taken place, and the provisions of this franchise governing
the consent of the Village to such change in control of the grantee
shall apply.

Federal regulations as per 47 U.S.C. § 537 shall apply to the right of acquisition by the Village. In the event that the relevant federal regulations are repealed, the guidelines specified in Subsection (2) below shall apply.

Upon the expiration of the term of the franchise and denial of any renewal or upon any other termination thereof as provided herein, the Village at its election and upon the payment to the grantee of a price equal to the fair market value shall have the right to purchase and take over the system upon resolution by the Village Board. If the Village has denied the grantee's petition for renewal of its franchise as provided by § 21.07, the Village must exercise its option to purchase the system within 60 days of the denial of renewal and at least six months prior to the end of the franchise. Nothing shall prohibit the grantee in the event of the election of the Village to purchase the system from requesting the court to set a reasonable bond of the Village to secure the purchase price. The grantee shall execute such warranty deeds and other instruments as may be necessary.

The Village shall have the right to cancel this
franchise 120 days after the appointment of a receiver or trustee
to take over and conduct the business of the grantee, whether in receivership,
reorganization, bankruptcy or other action or proceeding, unless such
receivership or trusteeship shall have been vacated prior to the expiration
of 120 days or unless:

Such receiver or trustee, within the 120 days, shall
have executed an agreement, duly approved by the court having jurisdiction
in the premises, whereby such receiver or trustee assumes and agrees
to be bound by each and every provision of this chapter and the franchise
granted to the grantee.

Notwithstanding any other provisions of this franchise
to the contrary, the grantee shall at all times comply with all laws
and regulations of the state and federal government or any administrative
agencies thereof; provided, however, that if any such state or federal
law or regulation shall require the grantee to perform any service,
or shall permit the grantee to perform any service, or shall prohibit
the grantee from performing any service, in conflict with the terms
of this franchise or of any law or regulation of the Village, then
as soon as possible following knowledge thereof, the grantee shall
notify the Village of the point of conflict believed to exist between
such regulation or law and the laws or regulations of the Village
or this franchise.

If the Village determines that a material provision
of this chapter is affected by any subsequent action of the state
or federal government, the Village and the grantee shall negotiate
to modify any of the provisions herein to such reasonable extent as
may be necessary to carry out the full intent and purpose of this
agreement.

Interference with cable service prohibited. Neither
the owner of any multiple-unit residential dwelling nor his agent
or representative shall interfere with the right of any tenant or
lawful resident thereof to receive cable communication service, cable
installation or maintenance from a cable communication grantee regulated
by and lawfully operating under a valid and existing franchise issued
by the Village.

Gratuities and payments to permit service prohibited.
Neither the owner of any multiple-unit residential dwelling nor his
agent or representative shall ask, demand or receive any payment,
service or gratuity in any form as a condition for permitting or cooperating
with the installation of a cable communication service to the dwelling
unit occupied by a tenant or resident requesting service.

Penalties and charges to tenants for service prohibited.
Neither the owner of any multiple-unit residential dwelling nor his
agent or representative shall penalize, charge or surcharge a tenant
or resident or forfeit or threaten to forfeit any right of such tenant
or resident or discriminate in any way against such tenant or resident
who requests or receives cable communication service from a grantee
operating under a valid and existing cable communication franchise
issued by the Village.

Reselling service prohibited. No person shall resell
without the expressed written consent of both the grantee and the
Village any cable service, program or signal transmitted by a cable
communication grantee under a franchise issued by the Village.

Protection of property permitted. Nothing in this
chapter shall prohibit a person from requiring that cable communication
system facilities conform to laws and regulations and reasonable conditions
necessary to protect safety, functioning, appearance and value of
premises or the convenience and safety of persons or property.

Risks assumed by grantee. Nothing in this chapter
shall prohibit a person from requiring a grantee to agree to indemnify
the owner or his agents or representatives for damages or from liability
for damages caused by the installation, operation, maintenance or
removal of cable communication facilities.

All questions regarding the meaning or intent of this
chapter or application documents shall be submitted to the Village
in writing. Replies will be issued by addenda mailed or delivered
to all parties recorded by the Village as having received the application
documents. The Village reserves the right to make extensions of time
for receiving bids as it deems necessary. Questions received less
than 14 days prior to the date for the opening of bids will not be
answered. Only replies to questions by written addenda will be binding.
All bids must contain an acknowledgment of receipt of all addenda.

Bids must be sealed and submitted at the time and
place indicated in the application documents for the public opening.
Bids may be modified at any time prior to the opening of the bids,
provided that any modifications must be duly executed in the manner
that the applicant's bid must be executed. No bid shall be opened
or inspected before the public opening.

The Village may make such investigations as it deems
necessary to determine the ability of the applicant to perform under
the franchise, and the applicant shall furnish to the Village all
such information and data for this purpose as the Village may request.
The Village reserves the right to reject any bid if the evidence submitted
by, or investigation of, such applicant fails to satisfy the Village
that such applicant is properly qualified to carry out the obligations
of the franchise and to complete the work contemplated therein. Conditional
bids will not be accepted.

Applicants, including all shareholders and parties
with any interest in the applicant, shall fully disclose all agreements
and undertakings, whether written or oral or implied, with any person,
firm, group, association or corporation with respect to this franchise
and the proposed cable television system. The grantee of this franchise
shall disclose all other contracts to the Village as the contracts
are made. This subsection shall include, but not be limited to, any
agreements between local applicants and national companies.

Applicants, including all shareholders and parties
with any interest in the applicant, shall submit all requested information
as provided by the terms of this chapter or the application documents,
which are incorporated herein by reference. The requested information
must be complete and verified as true by the applicant.

Applicants, including all shareholders and parties
with any interest in the applicant, shall disclose the numbers of
shares of stock, and the holders thereof, and shall include the amount
of consideration for each share of stock and the nature of the consideration.

Applicants, including all shareholders and parties
with any interest in the applicant, shall disclose any information
required by the application documents regarding other cable systems
in which they hold an interest of any nature, including but not limited
to the following:

Applicants, including all shareholders and parties
with any interest in the applicant, shall disclose any information
required by the application documents regarding pending applications
for other cable systems, including but not limited to the following:

Obtain or attempt to obtain cable television service
from a company by trick, artifice, deception, use of an illegal device
or illegal decoder or other fraudulent means with the intent to deprive
that company of any or all lawful compensation for rendering each
type of service obtained. The intent required for a violation of this
subsection may be inferred from the presence on the property and in
the actual possession of the defendant of a device not authorized
by the cable television company, the major purpose of which is to
permit reception of cable television services without payment. This
inference is rebutted if the defendant demonstrates that he or she
purchased that device for a legitimate use.

Give technical assistance or instruction to any person
in obtaining or attempting to obtain any cable television service
without payment of all lawful compensation to the company providing
that service. This subsection does not apply if the defendant demonstrates
that the technical assistance or instruction was given or the installation
of the connection, descrambler or receiving device was for a legitimate
use.

Make or maintain a connection, whether physical, electrical,
mechanical, acoustical or by other means, with any cables, wires,
components or other devices used for the distribution of cable television
services for the purpose of distributing cable television service
to any other dwelling unit without authority from a cable television
company.

Make or maintain a connection, whether physical, electrical,
mechanical, acoustical or by other means, with any cables, wires,
components or other devices used for the distribution of cable television
services for the purpose of obtaining cable television service without
payment of all lawful compensation to the company providing the service.
The intent required for a violation of this subsection may be inferred
from proof that the cable service to the defendant's residence or
business was connected under a service agreement with the defendant
and has been disconnected by the cable television company and that
thereafter there exists in fact a connection to the cable system at
the defendant's residence or business.

Make or maintain any modification or alteration to
any device installed with the authorization of a cable television
company for the purpose of intercepting or receiving any program or
other service carried by that company which that person is not authorized
by that company to receive. The intent required for a violation of
this subsection may be interred from proof that, as a matter of standard
procedure, the cable television company places written warning labels
on its converters or decoders explaining that tampering with the
device is a violation of law and the converter or decoder is found
to have been tampered with, altered or modified so as to allow the
reception or interception of programming carried by the cable television
company without authority to do so. The trier of fact may also infer
that a converter or decoder has been altered or modified from proof
that the cable television company, as a matter of standard procedure,
seals the converters or decoders with a label or mechanical device,
that the seal was shown to the customer upon delivery of the decoder
and that the seal has been removed or broken. The inferences under
this subsection are rebutted if the cable television company cannot
demonstrate that the intact seal was shown to the customer.

Possess without authority any device or printed circuit board designed to receive from a cable television system any cable television programming or services offered for sale over that cable television system, whether or not the programming or services are encoded, filtered, scrambled or otherwise made unintelligible, or perform or facilitate the performance of any of the acts under Subsection (1)(a) to (e) of this section with the intent that the device or printed circuit be used to receive that cable television company's services without payment. Intent to violate this subsection for direct or indirect commercial advantage or private financial gain may be inferred from proof of the existence on the property and in the actual possession of the defendant of a device if the totality of circumstances, including quantities or volumes, indicates possession for resale.

Manufacture, import into this state, distribute, publish,
advertise, sell, lease or offer for sale or lease any device, printed
circuit board or any plan or kit for a device or for a printed circuit
designed to receive the cable television programming or services offered
for sale over a cable television system from a cable television system,
whether or not the programming or services are encoded, filtered,
scrambled or otherwise made unintelligible, with the intent that the
device, printed circuit, plan or kit be used for the reception of
that company's services without payment. The intent required for a
violation of this subsection may be inferred from proof that the defendant
has sold, leased or offered for sale or lease any device, printed
circuit board, plan or kit for a device or for a printed circuit board
in violation of this subsection and during the course of the transaction
for sale or lease the defendant expressly states or implies to the
buyer that the product will enable the buyer to obtain cable television
service without charge.

If the person who incurs the loss prevails against
a person who committed the violation willfully and for the purpose
of commercial advantage or prevails against a person who has committed
more than one violation of this section, the court shall grant the
prevailing party all the following:

If damages under Subsection (2)(b)3 are requested,
the party who incurred the injury shall have the burden of proving
the violator's gross revenue and the violator's deductible expenses
and the elements of profit attributable to factors other than the
violation.

For the violation of any of the following provisions
of this franchise, penalties shall be chargeable to the letter of
credit or performance bond as applicable as follows, and the Village
may determine the amount of the fine for other violations which are
not specified in a sum not to exceed $500 for each violation, with
each day constituting a separate violation:

Failure to furnish, maintain, or offer all cable services
to any potential subscriber within the Village upon order of the Village:
$200 per day, per violation, for each day that such failure occurs
or continues.

Failure to obtain or file evidence of required insurance,
construction bond, performance bond, or other required financial security:
$200 per day, per violation, for each day such failure occurs or continues.

Failure to provide access to data, documents, records, or reports to the Village as required by §§ 21.19, 21.29, 21.30, 21.31 and 21.37: $200 per day, per violation, for each day such failure occurs or continues.

Failure to comply with a rate decision or refund order:
$500 per day, per violation, for each day such a violation occurs
or continues. The grantor may impose any or all of the above-enumerated
measures against the grantee, which shall be in addition to any and
all other legal or equitable remedies it has under the franchise or
under any applicable law.

Whenever the Village believes that the grantee has
violated one or more terms, conditions or provisions of this franchise
and wishes to impose penalties, a written notice shall be given to
the grantee informing it of such alleged violation or liability. The
written notice shall describe in reasonable detail the specific violation
so as to afford the grantee an opportunity to remedy the violation.
The grantee shall have 30 days subsequent to receipt of the notice
in which to correct the violation before the Village may impose penalties,
unless the violation is of such a nature so as to require more than
30 days and the grantee proceeds diligently within the 30 days to
correct the violation, or as promptly as possible thereafter to correct
the violation. In any case where the violation is not cured within
60 days of notice from the Village, or such other time as the grantee
and the Village may mutually agree to, the Village may proceed to
impose liquidated damages.

The grantee may, within 10 days of receipt of notice,
notify the Village that there is a dispute as to whether a violation
or failure has, in fact, occurred. Such notice by the grantee to the
Village shall specify with particularity the matters disputed by the
grantee and shall stay the running of the thirty-day cure period pending
Board decision as required below. The Board shall hear the grantee's
dispute. The grantee must be given at least five days' notice of the
hearing. At the hearing, the grantee shall be entitled to the right
to present evidence and the right to be represented by counsel. After
the hearing, the Village shall provide the grantee with a copy of
its action, along with supporting documents. In the event that the
Village upholds the finding of a violation, the grantee shall have
30 days subsequent, or such other time period as the grantee and the
Village mutually agree, to such determination to correct the alleged
violation before penalties may be imposed.

The rights reserved to the Village under this section
are in addition to all other rights of the Village, whether reserved
by this franchise or authorized by law or equity, and no action, proceeding
or exercise of a right with respect to penalties shall affect any
other right the Village may have.

The Village shall stay or waive the imposition of
any penalty set forth above upon a finding that any failure or delay
is a result of an act of nature or due to circumstances beyond the
reasonable control of the grantee.